1
FOURTH ADDENDUM TO DEEDS OF LEASE
This Fourth Addendum to Deeds of Lease is made as of this 30 day
of January, 1995, by and between Xxxx-Xxxxxxx Industrial Development
("Landlord") and Vie de France Corporation ("Tenant").
WITNESSETH:
WHEREAS, as of this date Tenant is a party to leases with the Landlord
for the premises known as 4100, and 4102 through 4108, and 0000 Xxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx, ("Leases"); and
WHEREAS, by Addendum to Deeds of Lease dated March 26, 1990, by Second
Addendum to Deeds of Lease dated July 14, 1992, and by Third Addendum to Deeds
of Lease dated September 29, 1993 collectively ("Addenda"), the Landlord and
Tenant amended the Leases; and
WHEREAS, Landlord and Tenant agree to lease additional space to Tenant
known as 0000 Xxxxxxx Xxxxxx in Xxxxxxxxxx, Xxxxxxxx ("0000 Premises") and to
modify the prior Addenda upon the terms and conditions set forth hereinafter.
NOW THEREFORE in consideration of the recitals above and the rents,
covenants and conditions hereinafter set forth, the Landlord and Tenant agree
as follows:
1. Tenant shall lease the 4110 Premises, approximately 6,000
square feet, more or less, of rentable warehouse space, to be delivered in "as
is" condition and
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without any warranty except as specifically set forth herein. This premises
shall be in addition to the premises already defined in the Leases and Addenda.
2. Tenant hereby leases the 4110 Premises for a term commencing
January 16, 1995 until April 30, 1999, which term may be extended as provided
in the Addenda.
3. The rent payable on the first day of each calendar month for
the 4110 Premises shall be $3,228.00 per month as base rent ("Base Rent"), plus
Tenant's proportionate share of common area maintenance ("CAM") and real estate
taxes. CAM expenses are assessed for this and all other leased premises at
$.20 per square foot and are adjustable as hereinafter provided. This new rate
is effective as of January 1, 1995.
4. The Base Rent shall hereafter be increased by the greater of
either (i) 3 1/2% of the previous calendar year's Base Rent, or (ii) the
percentage increase of the consumer price index for all urban consumers
("CPI-U") over the previous 12-month period, pursuant to the formula more fully
defined in the Leases and Addenda. The first increase shall be on January 1,
1996, calculated on the starting monthly base rent of $3,228.00.
5. In consideration of this addendum to lease the 4110 Premises,
Landlord agrees that Tenant shall not be required to pay Base Rent for the
first 90 days from the commencement date of this lease. However, should Tenant
default or cancel this addendum or any of the other Leases or Addenda within
the first six months of the
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term of this Fourth Addendum to lease the 4110 Premises, then the abated Base
Rent shall come due in full as part of the damages due Landlord for such breach.
6. Landlord may maintain, in its sole discretion, policies of
insurance and for such amounts covering loss or damage from all perils included
within the classifications of fire, extended coverage, vandalism, malicious
mischief, special extended perils (all risk), and any other perils, and rental
income insurance policy with loss payable to Landlord in an amount equal to the
sum of one year's base rent, estimated real property taxes, and insurance
premiums. Tenant shall not knowingly do or permit to be done anything which
invalidates any such insurance policies. Tenant shall comply with all other
insurance requirements as specified within the Leases and Addenda.
7. Landlord will provide prompt repair and maintenance services
to the common areas of the industrial development. Trash and debris will be
removed from the common areas, and security patrols will be established for 40
hours each week during nonworking hours. Tenant shall contribute to the
repair, maintenance, and security costs for the common areas by the payment of
CAM charges on the first day of each month, as required paragraph 3 above.
Tenant shall also pay monthly any CAM increases at its proportionate share:
60/3577.
8. Real estate taxes, both general and special, becoming due upon
the 4110 Premises shall be borne by Tenant and shallbe paid as additional rent.
The 4110 Premises constitutes 11.11 percent of the tax parcel. So payment of
taxes by Tenant shall equal 11.11 percent of the parcel's total tax xxxx.
Taxes are payable
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semi-annually and Tenant shall pay its share of such taxes within ten (10) days
after notice from Landlord.
9. Landlord's duty to maintain the roof of 4110 Premises, as
provided in paragraph 4.02 of the Lease, hereby shifts to the Tenant. Tenant
shall be fully responsible for prompt repairs to or replacement of the roof for
any roof leak or damage developing thereto during the term or extension hereof.
Furthermore, Tenant and Landlord hereby modify the Addendum leasing the 4112
Premises, so that it, too, shall be a roof responsibility of Tenant. In
consideration, Tenant has hereby elected and instructed Landlord to contract
with X.X. Xxxx, Inc. ("Bean's"), roofing contractor, to begin reroofing the
roof area covering 0000-0000 Xxxxxxx Xxx., representing all of Tenant's demised
premises pursuant to the Lease and these Addenda in accordance with Bean's
attached contract. Tenant agrees to first raise the six pieces of roof-based
air-handling equipment at 4100-4104 premises, at Tenant's cost, which is a
prerequisite to Bean's roofing work. If this is not timely done to permit
Bean's schedule of roof work from 2/15/95 - 3/95, then Tenant will be solely
responsible to Bean for any delay-increases in Bean's work. Otherwise, upon
receipt of Bean's final invoice (with ten-year warranty addressed to both
Tenant and Landlord), Tenant will immediately reimburse Landlord $28,000, which
the parties agree is Tenant's share for the roof work and was determined after
reference to the Addenda for cost-sharing of this new roof installation.
Should Tenant choose to install the Dynaflex walkways referenced in Bean's
contract, this will be at Tenant's expense. Any other cost
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overruns shall be pro-rated for Tenant's leased premises and shared by Tenant
by 25% thereof.
10. Tenant acknowledges that the 4110 Premises has floor-tile in
part of the premises which may contain asbestos. Tenant may remove this
floor-tile, but shall hold Landlord harmless for any liability concerning this
floor-tile or the asbestos therein. Likewise, Landlord acknowledges that there
may be asbestos-containing construction material in other interior parts of the
premises, and Landlord shall hold Tenant harmless from any liability related
thereto. Tenant acknowledges Landlord makes no further warranty concerning the
existence of or liability for any other environmental or hazardous material,
including but not limited to the nuclear gauge equipment warehoused at the
premises by the prior tenant, Ambric Testing. Tenant has reviewed the 1/12/95
letter from Ambric Testing which included test results confirming such
equipment detected below 0.005 microcuries.
11. This Fourth Addendum to Deeds of Lease amends and is made part
of the Leases and Addenda. Except as amended hereby, all terms, covenants,
provisions and conditions of the Leases and Addenda shall apply to the 4110
Premises and shall remain in full force and effect during the current or
extended terms of said Leases and Addenda. The Leases and Addenda are hereby
ratified and reaffirmed as if fully set forth herein. Any breach of this
addendum shall be deemed a breach of the Leases and Addenda, and vice versa.
12. Tenant shall have the right once per year to review, upon 10
business days written notice, all CAM charges for the leased premises. No
documents may be
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removed from Landlord's office, and Tenant shall pay an administrative fee to
Landlord of $100 per day, plus $.20 per photocopied page.
IN WITNESS WHEREOF, the parties have executed this Fourth Addendum to
Deeds of Lease as of the date first above written in three counterparts, each
of which shall be deemed an original.
XXXX-XXXXXXX DEVELOPMENT,
a Limited Partnership
By: /s/ XXXX X. XXXXXXXXX, XX.,
-----------------------------------
Xxxx X. XxXxxxxxx, Xx., General Partner
VIE DE FRANCE CORPORATION
By: /s/ XXXXXXX X XXXXXX
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Culinary Division
Attest: /s/ XXXX X. XXXXXXXX, Secretary
--------------------------------
Corporate Seal
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ROOFING GUARANTEE
Whereas X.X. Xxxx, Inc.
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of 0000 Xxxxxx Xxxx Xxxx, Xxxxxxxxxx, XX 00000
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herein called "the Contractor," has completed application of the following roof:
Owner:
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Address of owner:
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Type and name of building:
---------------------------------
Location:
--------------------SAMPLE------------------------
Area of roof:
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Date of completion:
----------------------------------------
Date guarantee expires:
------------------------------------
Whereas, at the inception of such work the Contractor agreed to guarantee the
aforesaid roof against faulty materials or workmanship for a limited period and
subject to the conditions herein set forth:
Now, Therefore the Contractor hereby agrees, subject to the conditions herein
set forth, that during a period __________ from the date of completion of said
roof, it will, at its own cost and expense, make or cause to be made such
repairs to said roof and composition flashing resulting solely from faults or
defects in materials or workmanship applied by or through the Contractor but
not to exceed the Owner's original cost of the installed roof over the life of
this warranty.
This guarantee is made subject to the following conditions:
1. Specifically excluded from this guarantee is any and all damage to said
roof, the building or contents caused by the acts or omissions of other trades
or contractors; lightning, windstorm, hailstorm, or other unusual phenomena of
the elements; foundation settlement; failure or cracking of the roof deck;
defects or failure or material used as a roofbase over which the roof is
applied; faulty construction or parapet walls, copings, chimneys, skylights,
vents, supports, or other parts of the building; vapor condensation beneath the
roof; penetrations for pitch boxes; or fire. If the roof is damaged by reason
of any of the foregoing this guarantee shall thereupon become null and void for
the balance of the guarantee period unless such damage is repaired by the
Contractor at the expense of the party requesting such repairs.
2. The Contractor is not liable for consequential damages to the building or
contents resulting from any defects in said roof or composition flashing.
3. No work shall be done on said roof, including, but without limitation, work
in connection with flues, vents, drains, sign braces, railings, platforms or
other equipment fastened or to set on the roof, and no repairs or alterations
shall be made to said roof, unless the Contractor shall be first notified,
shall be given the opportunity to make the necessary roofing application
recommendations with respect thereto, and such recommendations are complied
with. Failure to observe this condition shall render this guarantee null and
void. The Contractor shall be paid for time and material expended in making
recommendations or repairs occasioned by the work of others on said roof.
4. This guarantee shall become null and void if the roof is used as a promenade
or work deck is or sprayed or flooded, unless such use was originally specified
and the specification is noted in paragraph 8 below.
5. This guarantee shall not be or become effective unless and until the
Contractor has been paid in full for said roof in accordance with the agreement
pursuant to which such roof was applied.
6. This guarantee shall become null and void unless the Contractor is promptly
notified of any alleged defect in materials or workmanship and provided an
opportunity to inspect the roof.
7. This guarantee is in lieu of all other guarantees or warranties, express or
implied. THERE ARE NO WARRANTIES OR GUARANTEES WHICH EXTEND BEYOND THE
DESCRIPTION ON THE FACE HEREOF.
8. Additional conditions or exclusions ________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
In Witness Whereof, this instrument has been duly executed this ......... day of
________________ 19......
[ASSOCIATED ROOFING CONTRACTORS OF MARYLAND, INC. LOGO]
X. X. Xxxx, Inc.
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By
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8
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4100-4116
49,900 Square Feet
of Roof Area
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PROPOSAL
RE-ROOF
[X.X. XXXX, INC. LOGO]
0000-0000 Xxxxxx Xxxx Xx. Beltsville, Md. 20705 (301)937-0260
Maryland H.I.C. License No. 5897
DATE: 01-27-94. PAGE 1 OF 2
XXXX-XXXXXXX INDUSTRIAL DEVELOPMENT
000 X. XXXXXXXXXX XXXXXX
XXXXX 000
XXXXXXXXXX, XXXXXXXX 00000
ATTENTION: XXXX XXXXXXXXX
RE: VIE-DE-FRANCE/XXXXX FOODS
0000-0000 XXXXXXX XXX.
XXXXXXXXXX, XXXXXXXX
ROOF RENOVATIONS - BUILT-UP ROOFING:
FURNISH EQUIPMENT, LABOR AND MATERIAL TO:
REMOVE EXISTING ROOF AND DISPOSE OF ALL GENERATED DEBRIS.
OVER EXISTING DECK, INSTALL NEW 1" THICK POLYISOCYANURATE INSULATION,
MECHANICALLY FASTENED, OVERLAID WITH 1/2" THICK RETROFIT INSULATION IN
HOT ASPHALT.
INSTALL NEW BUILT-UP ROOFING CONSISTING OF FOUR (4) PLIES OF PREMIER
(TYPE-VI) FIBERGLASS XXXXX IN HOT ASPHALT.
SURFACE WITH 000# XXX XXXXXX XX XXXXXX
INSTALL NEW BUILT-UP BASE FLASHINGS AT WALLS AND CURBS.
FLASH PLUMBING STACKS AND ROOF DRAINS WITH 4# LEAD.
PITCH-POCKETS WILL BE FABRICATED FROM 16 OZ. COPPER.
GRAVEL STOPS WILL BE FABRICATED FROM 24GA. PRE-FINISHED GALVANIZED.
REMOVE TERRA-COTTA COPING FROM TWO (2) PARTY WALLS-ONLY AND INSTALL
NEW .032 MILL-FINISHED ALUMINUM COPING.
STONE PRE-CAST COPING TO REMAIN ON ALL PARAPETS, REUSE EXISTING
CAP-FLASHINGS.
REMOVE EXISTING AND INSTALL NEW 24 GAUGE PRE-FINISHED GALVANIZED 6"
BOX TYPE GUTTERS, FABRICATED FROM MANUFACTURER'S STANDARD COLORS.
NOTE: The above outlined work is based solely upon the use of our proposal
form or the current edition of the A-401 form. The use of any other
contract form or document shall nullify the above price unless deemed
appropriate by X.X. Xxxx, Inc.
Any replacement of deteriorated decking or wood blocking shall be done by owner
or X.X. Xxxx, Inc. on a time and material basis.
Our TEN (10) YEAR Warranty against defective workmanship.
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WE PROPOSE to furnish labor and/or material - complete in accordance with above
specifications, and subject to conditions found on both sides of this
agreement, for the sum of:
SEE FIGURE ON PAGE TWO dollars ($ ).
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Payment to be made as follows: 1/3 upon ratification of contract; 1/3 upon
stocking of job; 1/3 upon completion.
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ACCEPTED. The above prices, specifications and conditions are satisfactory and
are hereby accepted. You are authorized to do the work as specified. Payment
will be made as outlined above. (Read reverse side for conditions)
Date of Acceptance 1/27/95
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By /s/ XXXX XXXXXXXXX, JR., GEN. PARTNER
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By
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Respectfully submitted,
X.X. XXXX, INC.
By /s/ XXXX XXXX, ESTIMATOR
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XXXX XXXX, ESTIMATOR
Note: This proposal may be withdrawn by us if not accepted within 30 days.
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PROPOSAL
RE-ROOF
[X.X. XXXX, INC. LOGO]
0000-0000 Xxxxxx Xxxx Xx. Beltsville, Md. 20705 (301)937-0260
Maryland H.I.C. License No. 5897
-
DATE: 01-27-94. PAGE 2 OF 2
RE: VIE-DE-FRANCE/XXXXX FOODS
CONTINUED....
REUSE EXISTING CASE IRON DOWNSPOUTS.
ALL WOOD BLOCKING REPLACEMENT, RAISING OF CURB HEIGHTS AND ANY
DECK REPLACEMENT, IF NECESSARY, WILL BE THE RESPONSIBILITY OF THE
OWNER AT NO EXPENSE TO X.X.XXXX,INC.
ATTACHED DRAWING SHOWS ROOF AREAS INCLUDED.
A TEN (10) YEAR X.X.XXXX,INC. WARRANTY IS INCLUDED, TO BE IN THE
NAME OF XXXX-XXXXXXX INDUSTRIAL DEVELOPMENT AND VIE-DE-FRANCE CORP.
BASE BID: $177,980.00
UNIT PRICE:
INSTALL NEW DYNAFLEX WALKWAYS, FULL WIDTH AT $3.50 PER LINEAL FOOT.
REPLACE DETERIORATED METAL DECKING AT $7.00 PER SQUARE FOOT.
NOTE: ANY EXISTING MECHANICAL EQUIPMENT, CONDUITS OR SERVICE LINES
WHICH NEED TO BE REMOVED FOR THE INSTALLATION OF THE NEW ROOFING
SYSTEM MUST BE REMOVED AND REINSTALLED BY OTHERS AT NO EXPENSE TO X.
X. XXXX, INC., TWO LARGE UNITS MUST BE REMOVED AND SEVERAL SMALLER
UNITS MUST BE DISCONNECTED.
PLEASE NOTE THAT THE REMOVAL OF AN EXISTING ROOF IS MAJOR
DEMOLITION AND THE TENANT, WILL BE RESPONSIBLE FOR THE PROTECTION OF
THE CONTENTS IN THE EXISTING BUILDING FROM DUST, DIRT, DEBRIS OR
ASPHALT DRIPPINGS CAUSED BY THE TEAR-OFF ROOFING OPERATION, AT NO
CHARGE TO X. X. XXXX, INC..
WE WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL DAMAGES OR
DOWN TIME INCURRED BY THIS CONSTRUCTION.
NOTE: The above outlined work is based solely upon the use of our proposal
form or the current edition of the A-401 form. The use of any other
contract form or document shall nullify the above price unless deemed
appropriate by X.X. Xxxx, Inc.
Any replacement of deteriorated decking or wood blocking shall be done by owner
or X.X. Xxxx, Inc. on a time and material basis.
Our TEN (10) YEAR Warranty against defective workmanship.
------------------------
WE PROPOSE to furnish labor and/or material - complete in accordance with above
specifications, and subject to conditions found on both sides of this
agreement, for the sum of:
SEE FIGURE ABOVE dollars ($ ).
--------------------------- ---------------
Payment to be made as follows: 1/3 upon ratification of contract; 1/3 upon
stocking of job; 1/3 upon completion.
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ACCEPTED. The above prices, specifications and conditions are satisfactory and
are hereby accepted. Your are authorized to do the work as specified. Payment
will be made as outlined above. (Read reverse side for conditions)
Date of Acceptance 1/27/95
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By
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By
----------------------------
Respectfully submitted,
X.X. XXXX, INC.
By
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XXXX XXXX, ESTIMATOR
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NOTE:
UNDER MARYLAND STATE LAW:
"ALL HOME IMPROVEMENT CONTRACTORS MUST BE LICENSED BY THE HOME IMPROVEMENT
COMMISSION. INQUIRES ABOUT A CONTRACTOR SHOULD BE TRANSMITTED TO THE HOME
IMPROVEMENT COMMISSION, TELEPHONE: (000) 000-0000"
DEPOSITS AT TIME OF CONTRACT EXECUTION ARE LIMITED TO 33 PERCENT OF THE
CONTRACT PRICE.
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CONDITIONS
All material is guaranteed to be as specified. All work is to be completed in a
workmanlike manner according to standard practices. Any alteration or
deviation from specifications involving extra costs will be executed only upon
written orders, and will become an extra charge over and above the estimate.
Any permits required will be obtained by and at the expense of the owner. All
agreements contingent upon strikes, accidents or delays beyond our control.
Owner to carry fire, tornado and other necessary insurance. Our workers are
fully covered by Workmen's Compensation Insurance.
The removal of hazardous materials is expressly excluded from this contract.
In the event the Contractor encounters material reasonably believed to be
asbestos, or any other hazardous material, the Contractor shall immediately
stop work in the area affected and report the condition to the Owner.
Corrective actions shall be the sole responsibility of the Owner. The work in
the affected area shall only resume in the absence of hazardous material, or
when it has been rendered harmless.
Any projections or additions to building after completion of the shingles will
be charged as an extra to this proposal. Any extras to this proposal must have
a signed purchase order from the owner or contractor before work will be
executed. No retainage to be held on residential work.
The reroofing work proposed herein may create additional loading on the
structures supporting the roof. It is the owners responsibility to consult a
structural engineer or other design expert. X. X. Xxxx, Inc. its agent, and
employees assume no responsibility or liability of any nature due to failure of
the roof support systems, as a result of overloading.
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XXXX-XXXXXXX INDUSTRIAL LIMITED PARTNERSHIP
000 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
April 6, 1995
Xxxx X. Xxxxxxxx, Secretary
Vie de France Corporation
0000 Xxxxxxxxxx Xx., Xxxxx 0000
XxXxxx, XX 00000-0000
Re: Side Agreement as to Fifth Addendum to Deeds of Lease
Dear Xx. Xxxxxxxx:
This letter will confirm that Xxxx-Xxxxxxx Industrial Park, as
Landlord ("Landlord"), and Vie de France Corp., as Tenant ("Tenant"), have
entered into that certain agreement entitled Fifth Addendum to Deeds of Lease
(the "Fifth Addendum") dated today, April 6, 1995, pertaining to 0000 Xxxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxx (the "4303 Premises").
This letter is to memorialize the side agreement between Landlord and
Tenant as to the Fifth Addendum and the 4303 Premises regarding such personal
property that may remain on or within the 4303 Premises upon and after the
commencement of the term of the Fifth Addendum, having been left or abandoned
by tenant(s) or other parties having possession of the 4303 Premises prior to
Tenant. In consideration of the covenants and conditions set forth herein and
in the Fifth Addendum, Landlord and Tenant hereby agree that Landlord will
rebate to Tenant a portion of the Base Rent in the amount of $25.00 for each
day such personal property remains on or within the 4303 Premises. This rebate
shall be made in one lump sum payment after said personal property has been
removed. Landlord agrees to use its best efforts to have said personal
property removed as soon as is practicable and as allowed by law.
Furthermore, notwithstanding anything to the contrary in the Fifth
Addendum, and/or the Leases and Addenda described in the Fifth Addendum, in the
event Landlord is unable to deliver to Tenant possession to the 4303 Premises
within fourteen (14) days after April 11, 1995, the Fifth Addendum shall be
null and void.
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Side Agreement as to Fifth Addendum to Deeds of Lease
April 6, 1995
Page 2
Except as provided herein, all terms, covenants, provisions and
conditions of the Fifth Addendum shall remain in full force and effect.
XXXX-XXXXXXX INDUSTRIAL LIMITED
PARTNERSHIP
By /s/ XXXX XXXXXXXXX, JR.
-----------------------------------
Xxxx XxXxxxxxx, Jr., General Partner
SEEN AND AGREED:
VIE DE FRANCE CORP.
By: /s/ XXXX X. XXXXXXXX
--------------------------------
Name: XXXX X. XXXXXXXX
Title: VP FINANCE, SECRETARY
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FIFTH ADDENDUM TO DEEDS OF LEASE
This Fifth Addendum to Deeds of Lease ("Fifth Addendum") is made as of
this 7 day of April, 1995, by and between Xxxx-Xxxxxxx Industrial Development
("Landlord") and Vie de France Corporation ("Tenant").
WITNESSETH:
WHEREAS, as of this date Tenant is a party with Landlord to leases
dated March 30, 1989 and August 1, 1989 (the "Leases") and addenda thereto for
the premises known as 4100, and 4102 through 4108, 4110, and 0000 Xxxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxx; and
WHEREAS, by Addendum dated March 26, 1990, by Second Addendum dated
July 14, 1992, by Third Addendum dated September 29, 1993, and by Fourth
Addendum dated January 30, 1995 (collectively, the "Addenda"), Landlord and
Tenant amended the Leases; and
WHEREAS, Landlord and Tenant agree to lease additional space to Tenant
known as 0000 Xxxxxxx Xxxxxx in Alexandria, Virginia (the "4303 Premises") and
to modify the Leases and Addenda upon the terms and conditions set forth
hereinafter.
NOW THEREFORE in consideration of the recitals above and the rents,
covenants and conditions hereinafter set forth, Landlord and Tenant agree as
follows:
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1. Tenant shall lease the 4303 Premises, approximately 6,000
square feet, more or less, of rentable warehouse space, to be delivered in "as
is" condition and without any warranty except as specifically set forth herein,
including such equipment, fixtures and furnishings determined to be the
property of Landlord. The 4303 Premises includes that certain walk-in freezer
situated within the 4303 Premises of approximately fifty (50) feet by
twenty-six and one-half (26 and 1/2) feet in size, and all compressors and
other equipment and devices relating thereto, which Tenant is taking "as is"
with no warranties or representations of any kind. The 4303 Premises shall be
in addition to the premises already defined in the Leases and Addenda.
2. Tenant hereby leases the 4303 Premises for a term commencing
April 11, 1995 until March 31, 1996.
3. The rent payable for the 4303 Premises shall be $4,700.00 per
month as base rent ("Base Rent"), plus Tenant's proportionate share of
Landlord's common area maintenance ("CAM") costs and insurance costs for the
Industrial Development, and shall be due and payable on the first day of each
calendar month during the term of this Fifth Addendum and any extension;
provided, however, that the rent (eg: Base Rent, CAM charges, insurance costs,
etc.) payable for the period of April 11 through April 30, 1995 shall be
two-thirds (2/3) of the regular monthly amounts due, and shall be due on or
before April 11, 1995.
4. Tenant agrees to pay to Landlord as additional rent the sum of
Nine Hundred and No/100 Dollars ($900) per annum payable in advance without
deduction, set-off, or demand in equal monthly installments of Seventy-Five and
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No/100 Dollars ($75) each on or before the first day of each calendar month
payable with all other sums due and payable hereunder on or before the first
day of each month, as required in paragraph 3 above, as a reimbursement to
Landlord for Tenant's proportionate share of insurance costs as to the
Industrial Development; provided, however, that the installment payable for the
period of April 11 through April 30, 1995 shall be $49.50, and shall be due on
or before April 11, 1995. Landlord shall accordingly maintain policies of
insurance covering loss of or damage to the 4303 Premises in the full amount of
its replacement value. Such policies shall provide protection against such
perils which Landlord deems necessary. Landlord may also maintain a rental
income insurance policy. Tenant shall pay its proportionate share of any
increase in the premiums of such policies which Landlord may be carrying.
Tenant shall not do or permit to be done anything which invalidates any such
insurance policies which Landlord may be carrying.
Tenant shall, at Tenant's expense, maintain such primary or additional
insurance on its fixtures, equipment, and building improvements as Tenant deems
necessary to protect its interest. Tenant shall comply with all other
insurance requirements as specified in the Leases, the Addenda, and this Fifth
Addendum.
5. Landlord will provide prompt repair and maintenance services
to the common areas of the Industrial Development. Trash and debris will be
removed from the common areas, and security patrols will be established for 40
hours each week during nonworking hours. Tenant shall contribute to the
repair, maintenance, and security costs for the common areas by the payment of
CAM charges on the first day of each month, as required in paragraph 3 above,
the sum of One Hundred
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and No/100 Dollars ($100.00); provided, however, that the installment payable
for the period of April through April 30, 1995 shall be $66.67, and shall be
due on or before April 11, 1995. .
In addition, the parties understand, covenant, and agree that
Landlord will give notice to Tenant of any increases in the cost of common area
maintenance of the Industrial Development, as described above, and Tenant shall
pay monthly 60/3577 of any such monthly increase.
6. Real estate taxes, both general and special, becoming due upon
the 4303 Premises shall be borne by Tenant and shall be paid as additional
rent. The 4303 Premises constitutes 11.11 percent of the tax parcel. So
payment of taxes by Tenant shall equal 11.11 percent of the parcel's total tax
xxxx. Taxes are payable semi-annually and Tenant shall pay its share of such
taxes within ten (10) days after notice from Landlord.
7. Landlord's duty to maintain the roof of the 4303 Premises, as
provided in paragraph 4.02 of the Leases, shall shift to the Tenant should the
Tenant install any equipment upon or make any penetrations through the roof.
In such event, Tenant shall be fully responsible for prompt repairs to
or replacement of that section of the roof, described by a 15-foot radius
around the equipment or penetration, in which any roof leak or damage develops
during the term or extension hereof. Tenant shall have no party other than
Xxxxx Roofing, Inc. ("Xxxxx Roofing"), of Alexandria, Virginia, roofing
contractor, undertake any and all such repairs and replacements. Tenant hereby
acknowledges that the roof was replaced in 1993 by Xxxxx Roofing and that Xxxxx
Roofing has given a ten-year warranty
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thereon. This warranty requires that Xxxxx Roofing conduct all repairs and
replacements on the roof during said ten-year warranty period in order for the
warranty to remain in full force and effect.
8. In addition and without limitation to all other duties which
Tenant has as to equipment, fixtures and furnishings in or upon the 4303
Premises, Tenant shall be responsible for all maintenance and repairs and/or
replacements of all existing equipment, so as to deliver at termination of the
term hereof and any extension such equipment in good working order, including
without limitation the freezer described in paragraph 1 above and all
compressors and other devices related thereto. Tenant shall maintain a
maintenance contract with a licensed professional refrigeration company
acceptable to Landlord for the term of this Fifth Addendum and any extensions.
9. Tenant shall have the right once per year to review, upon 10
business days written notice, all CAM charges for the 4303 Premises. No
documents may be removed from Landlord's office, and Tenant shall pay an
administrative fee to Landlord of $100.00 per day, plus $.20 per photocopied
page.
10. Tenant shall have the right to renew and extend the term of
this Fifth Addendum with respect to the 4303 Premises for the Renewal Term
(herein so called) upon and subject to the following terms and conditions:
a. Tenant may renew and extend this Fifth Addendum for
one (1) Renewal Term, which may be either:
(i) a term for one (1) year (to terminate March 31,
1997); OR
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(ii) a term for three (3) years and one (1) month
(to terminate April 30, 1999),
by Tenant's giving written notice thereof to Landlord no later than September
30, 1995. Such Renewal Term shall commence April 1, 1996, and upon exercise of
such renewal option, the expiration date of the term of this Fifth Addendum
shall automatically become the last day of the Renewal Term. If Tenant does
not renew and extend this Fifth Addendum as herein provided, then Tenant's
rights with respect to such Renewal Term shall expire and be of no further
force or effect, and Tenant shall vacate the 4303 Premises on March 31, 1996.
b. The exercise by Tenant of the renewal option set
forth herein must be made, if at all, by written notice executed by Tenant and
delivered to Landlord on or before the date set forth hereinabove. Once Tenant
shall exercise such renewal option, Tenant may not thereafter revoke such
exercise. Tenant shall not have the right to exercise the renewal option if
Tenant is in default under the Leases, any Addenda and/or this Fifth Addendum.
Tenant's failure to exercise timely the renewal option for any reason
whatsoever shall conclusively be deemed a waiver of such renewal option.
c. Tenant shall take the 4303 Premises "as is" for the
Renewal Term and Landlord shall have no obligation to make any improvements or
alterations to the 4303 Premises.
d. The Base Rent for the first year of the Renewal Term,
and all successive years thereafter during the Renewal Term (if applicable),
shall be increased by the greater of either (i) 3 1/2% of the previous
calendar year's Base
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Rent, or (ii) the percentage increase of the consumer price index for all urban
consumers ("CPI-U") over the previous 12-month period, pursuant to the formula
more fully defined in the Leases and Addenda. The first increase shall be on
April 1, 1996, calculated on a stipulated annual Base Rent for the original
term of this Fifth Addendum in the amount of $56,400.00. Each successive
increase during the Renewal Term shall be on the first day of April of each
successive year.
e. Tenant's rights to exercise the option to renew the
original term under this Fifth Addendum shall be personal to Tenant and shall
not inure to the benefit of any assignee, in fact or in law, or any other
occupant of the 4303 Premises.
f. Except as set forth herein, the leasing of the 4303
Premises for the Renewal Term shall be upon the same terms and conditions as
are applicable for the original term of this Fifth Addendum, and shall be upon
and subject to all of the provisions of this Fifth Addendum, including, without
limitation, the obligation of Tenant to pay all CAM charges, insurance costs,
real estate taxes, and any other costs or amounts payable by Tenant to Landlord
in addition to the Base Rent under this Fifth Addendum.
11. This Fifth Addendum to Deeds of Lease amends and is made part
of the Leases and Addenda. Except as amended hereby, all terms, covenants,
provisions and conditions of the Leases and Addenda shall apply to the 4303
Premises and shall remain in full force and effect during the current or
extended terms of said Leases and Addenda. The Leases and Addenda are hereby
ratified and reaffirmed as if fully set forth herein except as amended hereby.
Any breach of
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this addendum shall be deemed a breach of the Leases and Addenda, and vice
versa. Tenant shall be liable for all damages suffered by Landlord flowing
from Tenant's breach of the Leases, the Addenda, and /or this Fifth Addendum.
IN WITNESS WHEREOF, the parties have executed this Fifth Addendum to
Deeds of Lease as of the date first above written in three counterparts, each
of which shall be deemed an original.
XXXX-XXXXXXX INDUSTRIAL DEVELOPMENT,
a Limited Partnership
By: /s/ XXXX X. XXXXXXXXX, XX.,
-----------------------------------
Xxxx X. XxXxxxxxx, Xx., General Partner
VIE DE FRANCE CORPORATION
By: /s/ XXXXXXX X. XXXXXXX
-----------------------------------
Name: XXXXXXX X. XXXXXXX
Title: V.P CULINARY DEPARTMENT
Attest:/s/ XXXX X. XXXXXXXX
----------------------------------
Corporate Seal
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